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Exhibit 10.A
VIAD CORP
1997 OMNIBUS INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT FOR EXECUTIVES
As Amended February 22, 2007
Shares of Restricted Stock are
hereby awarded by Viad Corp (Corporation), a Delaware corporation,
effective
, 2007, to
(Employee) in accordance with the following terms and
conditions:
1. Share
Award. The Corporation hereby awards the Employee ___
Shares (Shares) of Common Stock, par value $1.50 per share (Common
Stock) of the Corporation pursuant to the Viad Corp 1997 Omnibus
Incentive Plan (Plan), and upon the terms and conditions, and
subject to the restrictions therein and hereinafter set forth.
2. Restrictions on
Transfer and Restriction Period. During the period
commencing on the effective date hereof (Commencement Date) and
terminating 3 years thereafter (Restriction Period), the
Shares may not be sold, assigned, transferred, pledged, or
otherwise encumbered by the Employee, except as hereinafter
provided. The Restriction Period shall lapse and full ownership of
Shares will vest at the end of the Restriction Period, subject to
forfeiture pursuant to paragraph 3.
The Board of Directors (Board)
shall have the authority, in its discretion, to accelerate the time
at which any or all of the restrictions shall lapse with respect to
any Shares, prior to the expiration of the Restriction Period with
respect thereto, or to remove any or all of such restrictions,
whenever the Board may determine that such action is appropriate by
reason of change in applicable tax or other law, or other change in
circumstances.
3. Forfeiture and Repayment Provisions.
(a)
Termination of Employment. Except as provided in this
paragraph 3 and in paragraph 8 below or as otherwise may be
determined by the Board, if the Employee ceases to be an Employee
of the Corporation or any of its Affiliates (as defined in the
Plan) for any reason, all Shares which at the time of such
termination of employment are subject to the restrictions imposed
by paragraph 2 above shall upon such termination of employment be
forfeited and returned to the Corporation. Except as otherwise
specifically determined by the Human Resources Committee in its
absolute discretion on a case by case basis, if the Employee is
terminated by the Corporation or any of its Affiliates for any
reason (other than for Cause, as defined in the Plan, or for
failure to meet performance expectations, as determined by the
Chief Executive Officer of the Corporation), or if the Employee
ceases to be an employee of the Corporation or any of its
Affiliates by reason of death or total or partial disability, full
ownership of the Shares will occur to the extent not previously
earned, upon lapse of the Restriction Period as set forth in
paragraph 2.
If the Employee ceases to be an employee of the Corporation or
any of its Affiliates by reason of normal or early retirement, full
ownership of the Shares will occur upon lapse of the Restriction
Period as set forth in paragraph 2 and dividends will be paid
through such period, in each case on a pro-rata basis, calculated
based on the percentage of time such Employee was employed by the
Corporation or any of its Affiliates from the Commencement Date
through the date the Employee ceases to be an employee of the
Corporation or any of its Affiliates; provided, however, that full
ownership of the Shares (versus pro rata ownership) will occur upon
lapse of such Restriction Period if the Employee has reached age 60
at the time of retirement and such retirement is at least
2 years subsequent to the date of grant, or such retirement is
at least 6 months subsequent to the date of grant and Employee
has retired due to unforeseen hardship or circumstances beyond the
control of Employee, as reasonably determined by the Human
Resources Committee of the Board, in its absolute discretion.
(b)
Non-Compete . Unless a Change of Control (as defined
in the Plan) shall have occurred after the date hereof:
(RS) 1
(i) In
order to better protect the goodwill of the Corporation and its
Affiliates and to prevent the disclosure of the Corporation’s
or its Affiliates’ trade secrets and confidential information
and thereby help insure the long-term success of the business,
Employee, without prior written consent of the Corporation, will
not engage in any activity or provide any services, whether as a
director, manager, supervisor, employee, adviser, agent,
consultant, owner of more than five (5) percent of any
enterprise or otherwise, for a period of two (2) years
following the date of Employee’s termination of employment
with the Corporation or any of its Affiliates, in connection with
the manufacture, development, advertising, promotion, design, or
sale of any service or product which is the same as or similar to
or competitive with any services or products of the Corporation or
its Affiliates (including both existing services or products as
well as services or products known to the Employee, as a
consequence of Employee’s employment with the Corporation or
one of its Affiliates, to be in development):
(1) with
respect to which Employee’s work has been directly concerned
at any time during the two (2) years preceding termination of
employment with the Corporation or one of its Affiliates, or
(2) with
respect to which during that period of time Employee, as a
consequence of Employee’s job performance and duties,
acquired knowledge of trade secrets or other confidential
information of the Corporation or its Affiliates.
(ii) For
purposes of the provisions of paragraph 3(b), it shall be
conclusively presumed that Employee has knowledge of information he
or she was directly exposed to through actual receipt or review of
memos or documents containing such information, or through actual
attendance at meetings at which such information was discussed or
disclosed.
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